Remuneration Policy

DenizBank Financial Services Group (DFSG) Remuneration Policies

Purpose:

The herein stated Remuneration Policies were arranged in order to form the fundamental principles of the monetary and social rights of the Personnel Regulation that was approved by DenizBank Board of Directors on 14.04.2010 by taking into consideration the amendment realized by the BRSA on the Regulation on the Banks Corporate Governance Principles which was promulgated in the Official Gazette dated 9.6.2011 and numbered 27959 and which will be effective on 01.01.2012. In our Bank, remuneration policies are established within the framework of international norms and legal legislation, in line with competence and equality principles and standards. These policies are in compliance with ethical values, strategic objectives and internal balance of our Bank.

Responsibilities:

Remuneration Committee is responsible for monitoring and auditing remuneration policies and practices on behalf of the Board of Directors. DenizBank Board of Directors assigns two non-executive members within itself to the Remuneration Committee. The Banks Executive Vice President in charge of Human Resources Department takes on the secretariat function of the Committee.

Remuneration Committee assesses remuneration policies and practices taking also into consideration risk management principles. In order to ensure the efficiency of the remuneration policy, the Committee submits its proposals on this matter with reports each February annually to DenizBank Board of Directors. Information regarding the criteria taken into consideration in payments based on performances, and the payment methods and the average amounts are also published in the HR practices section of the annual report.

Human Resources Department is responsible for carrying out daily practices within the framework of remuneration policies and procedure.

Application

General Principles:

One of our basic human resources policies and principles is the fair and trustworthy remuneration management approach. Accordingly, our remuneration management system consists of a salary that promotes success and perfection, that rewards, that is in line with the conditions of the market and the current time, that is fair and trustworthy and also of other benefits.

Salaries of all managers and personnel are determined to be compliant to the ethical values, internal balances, strategic objectives of the Bank and the responsibilities undertaken regardless of short term performances such as profit or return.

The payments to be made to the managers and the personnel of the internal control, internal audit, and risk management units are determined taking into consideration the performance of the relevant personnel regarding his/her own function, independent from the performance of the department they audit, monitor or control.

Incentive payments are determined in order to positively affect the corporate values of the Bank, by adhering to objective conditions and by taking into consideration the maturity of the risks taken. Criteria and models concerning these practices that are reviewed each year are shared in Personnel Regulation and Denizportal/Human Resources Page in detail within a transparent management approach.

Making use of remuneration research reports it provides each year from independent research companies and by taking into consideration the internal balances, Human Resources Department determines salary increases and submits these to the approval of the Management Board.

Salary Increase Process:

Personnel budget that is established with the proposal of the Human Resources Department within the scope of DFSGs general budget study is submitted for the approval of DenizBank Board of Directors together with the general budget after the opinion of the Management Board is obtained

In line with the determined staff budget, salary increase studies are submitted to the Remuneration Committee, subsequent to the approval of the CEO. Increased salary payments are realized after the control of the Remuneration Committee and informing of the Board of Directors within March.

Bonus Payments Process:

Bonus payment is made to managers in DFSG in line with the principles detailed in DFSG Remuneration Policies Procedure dated 02.01.2012 no P-İKB.020 1.0.

Annual bonuses paid to managers are rediscounted on a monthly basis and thus recognized as expense.

Bonus payments are realized in March after the control of the Remuneration Committee and informing of the Board of Directors to be submitted to the General Assembly. In line with the budget, besides previous period performances, assessments are made according to their contribution to DFSGs long term strategies and targets.

Bonus Payment Conditions:

All kinds of compensation payments with the quality of incentives rewarding performance are assessed considering the track record of the employees and their contribution to the long term performance of the Bank.

In order for the bonus payments to be made, it is an obligation for relevant persons to still be working for DFSG at the payout date; and during execution of their duty, employees must not have made any acts endangering the Banks reliability and thus its operations, leading to bank to loss or there must be no risk that any such situation may exist; and employment agreement of employees must not be terminated as per rightful and justified reasons stipulated in the Labor Law or Disciplinary Regulation upon decision of DFSG.